EXCLUSIVE



                         CUSTOM MANUFACTURING AGREEMENT



      This  Exclusive  Custom  Manufacturing  Agreement  ("Agreement")  is  made

effective  this  _____  day  of  January,  2005,  by  and  between  [REDACTED  -

CONFIDENTIAL    TREATMENT    REQUESTED]*    ("Contractor")   and   Pacifichealth

Laboratories,  a Delaware  corporation with its principal offices at 100 Matawan

Road, Suite 420, Matawan, NJ 07747-3913 ("PHL").



1. PRODUCTS. This Agreement is for the processing,  manufacturing, and packaging

on an  exclusive  basis of  nutritional  supplements  and other  items,  as more

particularly  identified  in Exhibit A  ("Products")  by PHL,  according  to the

formulas,  specifications  and  procedures  set  forth  in  Exhibit  B,  as such

formulas,  specifications and procedures may be amended from time to time by PHL

(the  "Specifications").  Products  may be  added  to  Exhibit  A by the  mutual

agreement of the parties.  Products  shall be  distributed  by PHL under labels,

trademarks and trade names designated by PHL.



2. TERM;  TERMINATION.  This  Agreement  shall be effective as of the date first

written  above  and  shall  continue  for a  period  of  one  (1)  year  without

interruption,  and  thereafter  shall  continue year to year  thereafter  unless

terminated  by either  party on ninety  (90)  days  written  notice to the other

party.  This  Agreement may be terminated by either party at any time during the

term and any extension  thereof for a material  breach of this  Agreement by the

other party,  such termination to be effective  immediately upon delivery to the

defaulting  party  specifying the nature of such breach and  defaulting  party's

failure to remedy the breach within ten (10) days of its receipt.



3. PRICES.  Products shall be purchased from  Contractor at the prices set forth

in Exhibit A, as the same may be modified  annually by the mutual  agreement  of

the parties. In the event the parties are unable to agree on a proposed revision

of the price for a particular  Product,  then the price of such Product shall be

extended and such





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                                  CONFIDENTIAL

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Product may be removed from this  Agreement by PHL pursuant to paragraph 1 or by

Contractor upon at least sixty (60) days advance written notice to PHL.



4. PURCHASE ORDER,PRODUCT SCHEDULEING. Contractor agrees to sell, and PHL agrees

to purchase the quantity  specified in each Purchase  Order. It is agreed that a

variation  of plus or minus ten (10%) from the  Purchase  Order  quantity may be

invoiced  and will be  accepted  by PHL based  upon the  actual  production  run

amount.  Lead times are  approximately  six (6) weeks from receipt of a complete

Purchase  Order to date of shipment and will be no greater than eight (8) weeks;

however, lead times may drop to four (4) weeks for emergency shipments or during

periods of high demand.  PHL may notify or cancel an  unproduced  but  scheduled

Purchase  Order at any time up to ten (10) days  prior to  scheduled  production

date without incurring  additional charges. In the event Contractor is unable to

certify that it will produce the  requirements  of a Purchase  Order with a lead

time of eight  (8)  weeks or less,  PHL may  have the  requirements  under  such

Purchaser Order manufactured elsewhere.  Should PHL cancel or delay any Purchase

Order accepted by Contractor,  then PHL is responsible  for any and all "special

ingredients"  (i.e.  ingredients or packaging used  exclusively in PHL products)

purchased  by Supplier  for the  production  of a canceled  or delayed  Purchase

Order, provided such special ingredients cannot be used by Contractor to fulfill

other Purchase Orders placed by PHL. If PHL does not place other Purchase Orders

that would give  Contractor  the  opportunity  to use such  special  ingredients

within a reasonable  time then  Contractor  shall,  at PHL's option and expense,

dispose of special  ingredients or ship the special  ingredients as requested by

PHL. . Purchase orders will be placed in quantities not less than 8,000 lbs. per

formulation (blend).



5. PAYMENT TERMS.  [REDACTED - CONFIDENTIAL  TREATMENT REQUESTED]* PHL shall pay

invoices within [REDACTED - CONFIDENTIAL  TREATMENT  REQUESTED]* days after bill

of lading date.



6. QUANTITY. Contractor shall process,  manufacture,  accurately weigh, package,

palletize,  warehouse  and load PHL Products and supply  quantities  of Products

specified by PHL on dates as PHL shall direct. All finished product shall at all

times be kept free and clear from all encumbrances.



7. PHL TO FURNISH. (a) Packaging Materials: PHL shall provide labels and coupons

necessary for packing Products covered by the Agreement.  PHL shall deliver,  or

cause to be  delivered,  only such  quantities  of these  items as are  mutually

agreed upon by the parties,  based upon Contractor's  storage capacity and PHL's

product needs. (b) Art Work and Design:  PHL, at its expense,  agrees to provide

art work, printing plates and design work which is necessary to produce labeling

components for Products during the term of this Agreement. PHL shall furnish and

Contractor shall use PHL's batch or date codes,  which codes shall be printed or

embossed on all  packages  of the  Products in  accordance  with PHL's  standard

practice.  (c)  Equipment:  PHL may furnish  certain items of  equipment,  to be

mutually agreed upon by the parties, for use by Contractor in the manufacture of

Products.  Said  items  of  equipment  supplied  by PHL  shall  at all  times be

designated and labeled as PHL's property, shall be used only for the manufacture

of PHL's Products and no other products,  and shall be promptly  returned to PHL

upon  request.  A list of the  equipment  provided  by PHL is  attached  to this

Agreement as Exhibit C.



8. CONTRACTOR TO FURNISH.  (a) Raw Materials:  Contractor  shall provide all raw

materials and  packaging  materials not covered in paragraph 7 necessary for the

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